RKEC Projects Limited — Proxy Solicitation & Information Statement 2025

Jun 3, 2025

June 03, 2025

To

The National Stock Exchange of India Limited Exchange Plaza, Plot No: C1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051

Intimation of the Extra Ordinary General Meeting of the Company as per SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

We wish to inform you that an Extra Ordinary General Meeting (“EGM”) of the Company is scheduled to be held on Wednesday, June 25, 2025, at 11:30 a.m. IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) in accordance with the circulars and notifications issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”) to transact the businesses, as set forth in the Notice of the EGM.

Please find enclosed herewith the Notice convening the EGM. Notice of EGM has been dispatched to all the Shareholders in electronic mode on June 03, 2025 and the same is available on the website of the Company at https://www.rkecprojects.com/generalmeetings.

kindly take the above on record and disseminate the same on your website.

For RKEC Projects Limited

DEEPIKA Digitally signed by DEEPIKA RATHI RATHI Date: 2025.06.03 14:31:01 +05'30'

Deepika Rathi Company Secretary & Compliance Officer

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RKEC PROJECTS LIMITED

CIN: L45200AP2005PLC045795

Reg. Office: Door No.-10-12-1,3[rd] floor, Rednam Alcazar, Rednam Gardens, Opp. SBI Main Branch, Visakhapatnam-530002. Contact- 0891-2574517: Website- www.rkecprojects.com:Email-cs@rkecprojects.com

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF RKEC PROJECTS LIMITED (“COMPANY”) WILL BE HELD THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS (“VC/OAVM”) ON WEDNESDAY THE 25[th] DAY OF JUNE, 2025 AT 11.30 AM TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS:

ITEM NO. 1

Re-appointment of Lt. Gen. P R Kumar (DIN: 07352541) Independent Non-Executive Director of the company for 2[nd] Term of five consecutive years in terms of Section 149 of Companies Act 2013

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution :

“RESOLVED THAT pursuant to provisions of section 149, 152 & Schedule IV and other applicable provisions of the Companies Act, 2013, and Companies (Appointment and Qualifications of Directors) Rules 2014 (including any statutory modification(s) or reenactment thereof, for time being in force) and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, Lt. Gen. P R Kumar (DIN: 07352541) who was appointed as an Independent Director of the Company for a term of five years up to 29 July 2025 by the members at the Meeting of members of the Company held on the 29 Sep 2020, and whose appointment is to be approved by the Company in general meeting as per section 150 (2) of the Companies Act, 2013, be and is hereby re-appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from 29 July 2025 up to 28 July 2030, not liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, proper and expedient for giving effect to this Resolution.

ITEM NO. 2

Alteration of Object Clause of the Memorandum of Association

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

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“ RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force, if any) and such other Rules and Regulations, as may be applicable and all necessary approvals, consents, permissions, and / or sanctions as may be necessary and subject to such amendments, modifications, terms and conditions as may be suggested or required by such appropriate authorities or the Registrar of Companies and other necessary approval(s) as may be required in this regard from appropriate authorities and subject to such terms and conditions as may be imposed by them, which the Board of Directors is authorised to accept, as it may deem fit, the consent of the shareholders of the Company be and is hereby accorded to alter the Main Objects Clause of the Memorandum of Association of the Company by inserting the below mentioned new sub-clauses after the existing sub-clause 6 of Clause III (A) of the Memorandum of Association of the Company and further addition or deletion in the Memorandum of Association of the Company :

1. To establish, operate, acquire, and maintain warehouses, cold storage units, distribution centers, and related infrastructure for the storage and management of goods, including Container Freight Stations (CFS) and Multi-Modal Logistics Parks (MMPL). To provide services related to container handling, cargo management, and logistics at CFS facilities.To facilitate the import, export, and transhipment of goods, including loading, unloading, packing, and handling at ports, rail yards, and transportation hubs. To offer multi-modal transportation services (rail, road, air, sea) for goods movement.

2. To design, develop, and operate MMPLs integrating warehousing, freight forwarding, transportation, customs clearance, and value-added services. To provide customs clearance and documentation services for imported and exported goods. To operate Inland Container Depots (ICDs) and other infrastructure for handling goods in transit and offer logistics services such as inventory management, supply chain optimization, and technology solutions. To invest in land and buildings for warehousing and logistics operations, and to develop and implement technology, automation, and software solutions for optimizing logistics and warehouse management.

3. To carry on the business of fish farming, fish cultivation, and aquaculture including but not limited to breeding, rearing, and growing of fish, prawns, shrimp, mollusks, and other aquatic organisms, in all types of water bodies, both inland and marine, for commercial purposes. To engage in the processing, preservation, packaging, marketing, and export of fish, seafood, and marine products, including but not limited to fresh, frozen, canned, dried, smoked, salted, and other processed forms of fish and seafood.

To establish, own, operate, and manage fish farms, hatcheries, aquaculture facilities, mariculture farms, seafood processing plants, and related infrastructure necessary for the growth, maintenance, and commercialization of aquaculture products.To develop and implement sustainable and environmentally friendly practices in fish farming, seafood processing, and mariculture, ensuring compliance with relevant regulations, industry standards, and environmental protection measures. To research, develop, provide consulting, advisory, technical services and promote innovations in fish farming techniques, marine biology, water management, seafood processing technology, and related sciences.

To import, export, distribute, and trade in fish, seafood, marine products, and raw materials necessary for the production and processing of aquatic products. To invest in, acquire, operate,

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and manage other businesses, partnerships, joint ventures, and investments that are related to the aquaculture, seafood processing, and mariculture industries. To undertake all other activities and operations related to the business of fish farming, mariculture, seafood processing, and related fields, which may be deemed necessary or incidental for the attainment of the above objects.

1. To engage in agriculture, plantation including the cultivation, farming, and sale of crops, fruits, vegetables, grains, and legumes, both raw and processed. To establish and operate farms, agricultural estates, and related facilities such as irrigation systems and greenhouses for efficient production. To breed, raise, and sell livestock (cattle, poultry, sheep, goats, etc.) for meat, dairy, wool, and other by-products. To develop, produce, and sell agricultural inputs like seeds, fertilizers, pesticides, and other chemicals essential for production. To process, package, and distribute agricultural products, including milling, canning, meat processing, and dairy production. To engage in the business of planters, growers, and cultivators of seeds, vegetables, fruits, and herbs. This includes activities related to processing, preservation, or storage, supported by the installation of necessary plant, machinery, cold storage, refrigeration, and other equipment. To trade agricultural products locally and internationally, including fresh produce, processed foods, seeds, livestock, and equipment etc. To operate processing plants for foods, beverages, animal feed, and biofuels. To promote organic farming and the sale of certified organic products. To invest in agricultural infrastructure projects, such as irrigation, rural development, and agro-processing facilities.

2. To establish and operate an ice plant for the production and sale of block, crushed, and cubed ice for commercial, industrial, and domestic use. To provide ice distribution services to retailers, wholesalers, restaurants, and other businesses, including delivery and transportation.To manufacture and supply ice-making equipment and machinery for industrial and commercial use, and to engage in trading, importing, and exporting ice and related products, including ice machines and chemicals.To operate water purification systems for producing hygienic ice in compliance with health regulations. To establish and manage cold storage facilities for perishable goods, including food, pharmaceuticals, and chemicals, ensuring temperature control, hygiene, and safety.

To provide cold storage services, construct and lease refrigeration units and cold storage warehouses, and offer logistics for refrigerated transportation of frozen and perishable products. To import, export, and trade cold storage equipment and provide value-added services such as repackaging, sorting, labeling, and quality inspection.

1. To establish, design, construct, maintain, and operate water treatment plants for the purpose of purification, filtration, and treatment of water for human consumption, industrial use, and other commercial or residential purposes. To design, develop, construct, and operate desalination plants to convert seawater or brackish water into potable water for domestic, industrial, or agricultural use. To provide, maintain, and operate water supply systems, including the distribution of fresh water for residential, commercial, industrial, and agricultural purposes, ensuring the quality and sustainability of water sources. To design, construct, and operate water pipeline networks for the transportation and distribution of potable water, as well as the installation and maintenance of pumping stations, reservoirs, and related infrastructure. To design, construct, maintain, and operate sewage treatment plants (STPs) for the treatment of wastewater and sewage, ensuring compliance with environmental standards for the discharge or reuse of treated water.

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To construct and maintain intake facilities for the extraction of raw water from rivers, lakes, seas, or underground sources, including associated pumping stations, pipelines, and filtration systems. To engage in the collection, treatment, and disposal of wastewater, stormwater, and sewage, including all necessary infrastructure and facilities for waste management and water reclamation. To engage in research, development, and innovation in water treatment and desalination technologies to improve the efficiency, sustainability, and cost-effectiveness of water management processes.

To provide consultancy and advisory services related to water treatment, desalination, water supply, sewage treatment, and infrastructure development, including feasibility studies, project planning, and design services. To enter into agreements, partnerships, and joint ventures with government, semi-government, and private sector entities for the construction, operation, and maintenance of water supply and treatment facilities. To undertake the manufacturing, trading, and supply of equipment, machinery, chemicals, and materials used in water treatment, desalination, sewage treatment, and pipeline systems.

1. To manufacture, process, package, and market food products such as canned foods, frozen foods, beverages, snacks, and ready-to-eat meals. To process and package agricultural products like fruits, vegetables, dairy, meat, poultry, and fish for consumption and sale.To establish and operate factories for food production, preservation (canning, freezing, drying), and packaging. To manufacture food ingredients, spices, additives, and seasonings for direct consumption or further processing.To develop and market health-focused food products, including organic, gluten-free, low-fat, and vegan items. To import, export, and trade in raw materials, ingredients, and packaging materials for food production. To ensure compliance with food safety and quality standards, obtaining necessary certifications. To operate food retail outlets or online platforms for direct consumer sales. To distribute, promote, and advertise food products through various channels and expand into national and international markets. To acquire and manage property for manufacturing, storage, and distribution of food products, including logistics and transportation. To engage in any related activities that support food manufacturing, processing, marketing, and distribution.

2. To engage in the trading, importing, and exporting of goods and commodities, including raw materials, electronics, textiles, machinery, chemicals, and consumer products, on both wholesale and retail bases. To distribute goods through online platforms, retail outlets, and distribution networks in domestic and international markets. To provide import-export services such as customs clearance, freight forwarding, logistics, and transportation for efficient movement of goods across borders. To establish and operate supply chain management systems for procurement, inventory control, and distribution of goods.

To act as an intermediary in international trade, facilitating transactions and representing manufacturers, suppliers, or buyers. To build trading relationships with manufacturers, suppliers, distributors, and retailers globally. To offer freight forwarding, packaging, labeling, and import-export documentation services, ensuring compliance with international standards. To invest in joint ventures or partnerships with businesses in international trade and offer trade finance solutions like letters of credit and foreign exchange services.To import and distribute capital goods, spare parts, and components, and provide related maintenance and after-sales services.

1. To establish and manage hospitals, medical centers, clinics, and healthcare facilities offering medical, surgical, diagnostic, preventive, and therapeutic services, including

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specialized care in cardiology, oncology, orthopedics, pediatrics, obstetrics, gynecology, neurology, and more. To provide healthcare services like ambulance services, home healthcare, telemedicine, medical research, and consultancy. To manufacture, distribute, and sell medical instruments, equipment, medicines, and other healthcare-related products.

To promote medical education and research through training centers, workshops, and seminars. To manage healthcare institutions with administrative, financial, and support services for efficient operation. To collaborate with governments, organizations, and international agencies on healthcare projects and public health programs. To acquire real estate, equipment, and technologies for healthcare facilities and research. To provide health insurance, medical financing, and other financial services related to healthcare and wellness. To engage in any other activities related to the healthcare sector.

RESOLVED FURTHER THAT heading of the Clause III (A) of the Memorandum of Association of the Company to be read as “ The Main Objects to be pursued by the Company are:” in place of existing words “ The Main Objects to be pursued by the Company on its incorporation are:”.

RESOLVED FURTHER THAT the words “ and purchase, own, lease, sell, hire, rent, fabrication of marine assets, marine equipment, marine crafts including but not limited to Barges, Jack-up Barges, Pantoons, Tugs, Self propelled vessels etc” to be added in sub-clause 2 of clause III (A) after the words ‘real estate activities’.

RESOLVED FURTHER THAT the approval of the shareholders of the Company be and is hereby accorded for commencing and carrying out new business and activities as included in the objects clause of the Company as altered above at such time or times as the Board may in its absolute discretion deem fit.

RESOLVED FURTHER THAT the Board of Director(s) of the Company (including its Committee thereof) and/or Key Managerial Personnel(s) of the Company, be and are hereby severally authorized to file necessary form(s) with the Registrar of Companies and settle any doubt or question arising with regards to the aforesaid resolution and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies without requiring the Board to secure any further consent or approval of the Members of the Company; and that the Members of the Company are hereby deemed to have given their approval thereto expressly by the authority of this resolution and acts and things done or caused to be done shall be conclusive evidence of the authority of the Company for the same and to do all such acts, deeds, matters & things and take all steps as be necessary, proper or expedient to give effect to this resolution.”

ITEM NO.3

Amendment of the Articles of Association

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with the Companies

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(Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force, if any) and such other Rules and Regulations, as may be applicable and all necessary approvals, consents, permissions, and / or sanctions as may be necessary and subject to such amendments, modifications, terms and conditions as may be suggested or required by such appropriate authorities or the Registrar of Companies and other necessary approval(s) as may be required in this regard from appropriate authorities and subject to such terms and conditions as may be imposed by them, which the Board of Directors is authorised to accept, as it may deem fit, the consent of the shareholders of the Company be and is hereby accorded to alter the Articles of Association of the Company by inserting/deleting the below mentioned new clauses /sub-clauses/phrases/words in the Articles of Association of the Company:

1. Addition of sub-clause 3(i) after clause 3

3 (i)- Subject to the provisions of the Act and these Articles, the Board may issue and allot shares in the capital of the Company on payment or part payment for any property or assets of any kind whatsoever sold or transferred, goods or machinery supplied or for services rendered to the Company in the conduct of its business and any shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than for cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares, as the case may be.

2. Amendment of clause 14

Clause 14 to be read as follows:

14. Further Issue

1. (a) The Board of the Company or the Company itself, as the case may be, may, in accordance with the Act and these Articles, issue further securities to:

(i) persons who, at the date of offer, are holders of the securities of the Company; such offer shall be deemed to include a right exercisable by the person concerned to renounce the securities offered to him or any of them in favour of any other person; or

(ii) employees under any scheme of employees’ stock option; or

(iii) any persons, whether or not those persons include the persons referred to in Article 14(a)(i) or Article 14(a)(ii) above on preferential or private placement basis as may deem fit. (b) A further issue of securities may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and these Articles.

(2) The notice shall be dispatched through registered post or speed post or through electronic mode to all the existing shareholders at least three days before the opening of the issue. (3) Nothing in this Article shall apply to the increase of the subscribed capital of company caused by the exercise of an option as a term attached to the debentures issued or loan raised by the company to convert such debentures or loans into shares in the company: Provided that the terms of issue of such debentures or loan containing such an option have been approved, before the issue of such debentures or the raising of loan, by a special resolution passed by the company in general meeting.

(4) The Company in general meeting may decide to issue fully paid up bonus securities to the members if so recommended by the Board in accordance with the Act and these Articles.

3. Alteration of sub-clause (ii) of clause 66

Existing sub-clause to be replaced by below mentioned sub-clause .

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66. (ii)-The quorum for a general meeting shall be as provided in the Act. (to be added).

4. Alteration of clause 163

The existing clause 163 of the AOA to be replaced by the below mentioned new clause.

163. INDEMNITY

• (a) Subject to the provisions of the Act, every director, managing director, whole-time director, manager, company secretary and other officer of the Company shall be indemnified by the Company out of the funds of the Company, to pay all costs, losses and expenses (including travelling expense) which such director, manager, company secretary and officer may incur or become liable for by reason of any contract entered into or act or deed done by him in his capacity as such director, manager, company secretary or officer or in any way in the discharge of his duties in such capacity including expenses.

• (b) Subject as aforesaid, every director, managing director, manager, company secretary or other officer of the Company shall be indemnified against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgement is given in his favour or in which he is acquitted or discharged or in connection with any application under applicable provisions of the Act in which relief is given to him by the Court.

• (c) The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or former directors and key managerial personnel for indemnifying all or any of them against any liability for any acts in relation to the Company for which they may be liable but have acted honestly and reasonably.

5. Addition of clause 165

165. General Power

Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its articles, then and in that case this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry out such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein provided.

RESOLVED FURTHER THAT Chairman- Shri Garapati Radhakrishna, Whole Time Director- Shri G V Rama Mohan , Managing Director/CFO- Shri R Jayachandran and Company Secretary- Mrs. Deepika Rathi of the Company, be and is hereby authorized to file the necessary forms with the Registrar of Companies (RoC) and take all necessary steps, including signing and filing the requisite documents, to give effect to this resolution.

RESOLVED FURTHER THAT Chairman- Shri Garapati Radhakrishna, Whole Time Director- Shri G V Rama Mohan , Managing Director/CFO- Shri R Jayachandran and Company Secretary- Mrs. Deepika Rathi of the Company, be and are hereby severally authorized to make any necessary filings, alterations, and clarifications as may be required by the Registrar of Companies or any other statutory authorities to complete the process of the amendment."

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ITEM NO.4

To approve the Loan Agreement entered between the Company and the Promoter and Promoter Group

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT the Loan Agreement entered between the Promoter and the Company as approved by the Board of Directors of the Company at their meeting held on May 28, 2025 for settlement of dues of promoters/ promoter group by conversion of Unsecured Loan into Equity, a copy of which agreement duly initialed by the Chairman is available for inspection, be and is hereby approved.

RESOLVED FURTHER THAT subject to applicable provisions of the act and other applicable laws, the Board to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary in this regard.”

ITEM NO.5

To approve the issuance of equity shares to promoter by conversion of existing Unsecured Loan on preferential basis.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62 read with Section 42 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations, 2018”), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“SEBI Takeover Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”), the applicable rules, notifications, guidelines issued by various authorities including but not limited to the Government of India, the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”) and other competent authorities including relevant Stock Exchanges and subject to the approvals, permissions, sanctions and consents as may be necessary from any regulatory and other appropriate authorities, as applicable, and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, sanctions and consents, which may be agreed to by the Board of Directors (hereinafter referred to as the “Board”, which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution), the consent of the Shareholders of the Company be and is hereby accorded to create, offer, allot and issue upto a maximum of 18,30,000 (Eignteen Lakh Thirty Thousand only) fully paid-up equity shares of the Company, having face value of Rs.10/- (Rupees Ten Only) each, at an issue price of Rs.82./- per equity share (including a premium of Rs.72 per equity share) aggregating up to Rs. 150,060,000/-

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(Rupees Fifteen Crore Sixty Thousand only) by conversion of existing Unsecured Loan into equity shares to the promoter (hereinafter referred to as the “Proposed Allottee”) the list of which is provided in the Explanatory Statement.

S.No.	Name of the Proposed Allottee	Category	Maximum no. of Equity Shares to be alloted
1.	Mr. Garapati Radhakrishna	Promoter/promoterGroup	18,30,000

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for the Preferential Issue of the equity shares is May 23, 2025, being the date 30 days prior to the date of the Extra-Ordinary General Meeting (“Relevant Date”).

RESOLVED FURTHER THAT the equity shares to be allotted in terms of this resolution shall be made fully paid up at the time of allotment and shall rank pari-passu with the existing equity shares of the Company in all respects and be listed on NSE where the equity share of the Company are currently listed and the same shall be subject to lock-in for such period that may be prescribed under the SEBI ICDR Regulations, 2018.

RESOLVED FURTHER THAT the Shares so allotted to the proposed allottees under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under and that the Allotment of Shares shall only be made in dematerialized form.

RESOLVED FURTHER THAT pursuant to the provisions of the SEBI ICDR Regulations, 2018 the equity shares shall be allotted within a period of fifteen (15) days from the date of passing of this special resolution provided that where the allotment of equity shares is pending on account of pendency of any approvals for such allotment by any regulatory authority or the Central Government, the allotment shall be completed within a period of fifteen (15) days from the date of such approval or such other extended period as may be permitted under the applicable SEBI ICDR Regulations, 2018.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, any of the Director or the Company Secretary of the Company be and are hereby authorized severally to do all such acts, deeds, matters and things as it may, at its discretion deem necessary, desirable, incidental for such purpose, including without limitation, issuing clarifications on the offer, making any application etc., to the concerned statutory and regulatory authorities appointment of consultants, solicitors, or any other agencies as may be required, and entering into arrangements for listing, trading, depository services and such other arrangements and / or agreements as the case may be and also to seek listing of the equity shares with the stock exchanges where the equity shares of the Company are presently listed, with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard to any such issue, offer or allotment of equity shares and in complying with any regulations, and to execute all such deeds, documents, writings, agreements, applications, forms, in connection with the proposed issue as they may in their absolute discretion deem fit.”

By the Order of the Board of the Directors For RKEC Projects Limited SD/Deepika Rathi Company Secretary and Compliance Officer

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Date: May 28, 2025 Place:Visakhapatnam

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NOTES

1. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto. The relevant details pursuant to Regulation 36(3) of the LODR Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking reappointment / appointment at this EGM are also annexed. Matters under Special Business of the EGM Notice are considered to be unavoidable by the Board of Directors of the Company and hence included.

2. In accordance with the General Circular No.14/2020 dated April 8, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No.20/2020 dated May 5, 2020 and subsequentcirculars issued in this regard, the latest being the General Circular No. 09/2023 dated September 25,2023 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as "MCA Circulars") and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/7datedMay12,2020,SEBI/HO/CFD/CMD2/CIR/P/2 021/11 dated January 15, 2021, SEBI/HO/CFD/ CMD2 /CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD2/P/CI R /2023/4 dated Jan u ary 5, 2023, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 read with Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 issued by the Securities and Exchange Board of India (hereinafter collectively referred as "SEBI Circulars") (MCA Circulars and SEBI Circulars are hereinafter collectively referred to as the “Circulars") and in compliance with the provisions of the Companies Act , 2013 ("Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the EGM is being held through Video Conferencing ("VC") facility / Other Audio Visual Means ("OAVM") without the physical presence of the Members at a common venue on Wednesday, June 25, 2025 at 11:30 A.M. (IST) and all business shall be transacted through e-voting. The deemed venue for the EGM shall be the registered office of the Company. Since the EGM will be held through VC the route map and attendance slip are not annexed to this EGM Notice.

3. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. Corporate members intending to appoint their authorized representatives pursuant to Section 113 of the Act, to attend the EGM through VC/OAVM or to vote through remote evoting are requested to send to the Company, certified true scanned copies of the Board Resolution/Letter of Authorisation/Power of Attorney (PDF format only) to the Scrutinizer by email at ashwini.i@mehta-mehta.com with a copy marked to evoting@nsdlindia.com and cs@rkecprojects.com. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.

4. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not

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include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

1. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM will be provided by NSDL.

3. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.rkecprojects.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com. In line with the MCA Circulars, the Notice of the EGM is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / DPs / RTA and whose names appear on the Register of Members/Beneficial owner and Record of Depositories as on 30 August, 2024 in accordance with the provisions of the Act read with Rules made thereunder and the Circulars.

4. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act , the Register of Contracts or Arrangements, in which the directors are interested, maintained under Section 189 of the Act and the relevant documents referred to in the Notice will be available electronically for inspection by the Members during the EGM. All documents referred to in the Notice will also be available electronically for inspection without any fee by the Members from the date of circulation of this Notice up to the date of EGM. Members seeking to inspect such documents can send an email to cs@rkecprojects.com. Such questions shall be taken up during the meeting or replied by the Company suitably. The Company reserves the right to restrict the number of questions time depending upon the availability of time at the EGM.

5. Further, Members seeking any information with regard to the accounts or any other matter to be placed at the EGM, are requested to write to the Company from their registered email address, mentioning their name, DP ID and Client ID number and mobile number, at least 48 hours in advance before the commencement of the Meeting i.e. latest by 11:00 a.m.. (IST) on 23 June 2025 through email to cs@rkecprojects.com. Such questions shall be taken up during the meeting or replied by the Company suitably. The

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Company reserves the right to restrict the number of questions time depending upon the availability of time at the EGM.

1. The Board of Directors have appointed Mrs. Ashwini Inamdar (Certificate of Practice No: 11226) M/s Mehta & Mehta, Company Secretaries as the Scrutiniser to scrutinize the remote e-voting process and voting through electronic voting system at the EGM in a fair and transparent manner.

2. The Scrutiniser will, after the conclusion of e- voting at the EGM, scrutinise the votes cast at the EGM and votes cast through remote e-voting, make a consolidated Scrutiniser's Report and submit the same to the Chairman or a person authorised by him in writing, who shall countersign the same and declare voting results (consolidated) within two working days from the conclusion of the EGM. The voting results along with the consolidated Scrutiniser's Report, will be placed on the website the Company at www.rkecprojects.com and the website of NSDL (www.evoting.nsdl.com) immediately after the declaration of result by the Chairman and in his absence, any Director/officer of the Company authorised by the Chairman and the same will also be communicated to BSE Limited and the National Stock Exchange of India Limited. It shall also be displayed on the Notice Board at the Registered Office of the Company.

3. The Securities and Exchange Board of India has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN details to their Depository Participants with whom they are maintaining their demat accounts.

4. Members are requested to notify the change in address, if any , with pincode numbers immediately to the RTA i.e. M/s. Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai — 400072, India .Telephone No.- 022-62638200, E mail ID- info@bigshareonline.com.

5. Non-Resident Indian Members are requested to inform RTA of the Company any change in their residential status on return to India for permanent settlement, particulars of their Bank account maintained in India with complete name, branch account type, account number and address of Bank with pin code number, if not furnished earlier. Members may contact their respective Depository Participants for availing this facility.

6. Any person, who acquires shares of the Company and becomes Member of the Company after the Company sends the EGM Notice by e-mail and holds shares as on the cut-off date i.e. on 20th June 2025, may obtain the User ID and password by sending a request to e-mail address evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing user ID and password for casting his/her vote. In the case of forgot password, the same can be reset by using “Forgot User Details/Password?” option available on www.evoting.nsdl.com.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Sunday, 22 June, 2025 at 9:00 A.M. and ends on Tuesday, 24 June, 2025 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting

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thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 20[th] June 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 20[th] June 2025.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

• A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are - advised to update their mobile number and email Id in their demat accounts in order to access e Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),

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Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

• 1) Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

• 2) After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

• 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

• 4) Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

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Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

4. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

5. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

6. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

7. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

8. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

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1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to ashwini.i@mehta-mehta.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Prajakta Pawle at evoting@nsdl.co.in Members may also write to the Company Secretary at the Company's e-mail address cs@rkecprojects.com.

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to info@rkecprojects.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to info@rkecprojects.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 -

(A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

3. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. There will be one e-vote for every Client ID irrespective of the number of joint holders. Voting Rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on the cut-off date and any person who is not a member as on that date should treat this EGM Notice for information purposes only. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members/Beneficial owner of the Company as on the cut-off date will be entitled to vote during the EGM.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM

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link” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

1. Members are encouraged to join the Meeting through Laptops for better experience.

2. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

4. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (info@rkecprojects.com). The same will be replied by the company suitably.

5. Those shareholders who have registered themselves as speaker shareholder only be allowed to express their views/ask questions during the meeting.

By the Order of the Board of the Directors For RKEC Projects Limited SD/Deepika Rathi Company Secretary and Compliance Officer Date: May 28, 2025 Place:Visakhapatnam

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS TO BE TRANSACTED:

Item No. 1

Lt Gen P R Kumar was appointed as an independent director of the Company pursuant to Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (“the Appointment Rules”) by the Board, effective July 30, 2020, to hold office up to July 29, 2025. The members at the AGM held on Sep 29, 2020 had approved the same. He is due for retirement from the first term as an independent director on July 29, 2025. The Nomination and Remuneration Committee (NRC), after taking into account the performance evaluation of Lt Gen P R Kumar during his first term of 5 (five) years and considering his knowledge, acumen, expertise, experience and substantial contribution and time commitment, has recommended to the Board his reappointment for a second term of 5 (five) years. The NRC has considered his diverse skills, leadership capabilities, expertise in governance, finance, risk management, tax & regulatory advisory, business reorganization, and vast business experience, among others, as being key requirements for this role. In view of the above, the NRC and the Board are of the view that Lt Gen P R Kumar possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to reappoint him as an independent director.

Based on the recommendation of the NRC, the Board, recommended the reappointment of Lt Gen P R Kumar as an independent director, not liable to retire by rotation, for a second term of 5 (five) years effective July 15, 2023, to July 14, 2028 (both days inclusive). As per Section 149 of the Act, an independent director may hold office for two terms up to 5 (five) consecutive years each. Lt Gen P R Kumar fulfills the requirements of an independent director as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of the LODR Regulations.

The Company has received all statutory disclosures / declarations from Lt Gen P R Kumar, including

(i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Appointment Rules,

(ii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act, and

(iii) A declaration to the effect that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Act.

In the opinion of the Board and based on its evaluation, Lt Gen P R Kumar fulfils the conditions specified in the Act, and Rules made thereunder and LODR Regulations for his reappointment as an independent director of the Company and he is independent of the Management of the Company.

The resolution seeks the approval of members for the reappointment of Lt Gen P R Kumar as an independent director of the Company, for a second term of 5 (five) years.

No director, KMP or their relatives except Lt Gen P R Kumar, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution set out in item no. 1. The Board recommends the special resolution as set out in Item no. 1 of this notice for the approval of members.

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Additional information on directors recommended for appointment / reappointment as required under the LODR Regulations and applicable secretarial standards

Brief Resume	Lieutenant General PR Kumar, PVSM, AVSM, VSM is an alumnus of the National Defence Academy and was commissioned from the Indian Military Academy into the Regiment of Artillery on 15 Dec 1976. The General Officer in his illustrious career spanning 39 years has a very judicious mix of Command, Staff and Instructional Appointments in varied operational environments to include high altitude area, line of control opposite Pakistan, LAC opposite China, desert terrain.
Age	70 Years
Nature of expertise in the specific functional area.	He posses a vast skill set amid his services rendered in Indian Navy. He is a person who posses versatile qualities.
Disclosure of inter-se relationship between directors and KMPs	None
Listed entities (other than the RKEC Projects Limited) in which Lt Gen P R Kumar holds directorship and committee membership:	Independent Director in Premier Explosive Limited and Member of Audit Committee.
Listed entities from which Lt Gen P R Kumar has resigned in the past three years	NIL
Share Holding as on 31 March 2025	NIL
Skills and capabilities required for the role and the manner in which Lt Gen P R Kumar meets such requirements	As per the resolution at Item no. 1 of this Notice, read with the explanatory statement thereto.

Item No. 2 & 3

Your Company is currently engaged in construction business and is one of the renowned Infra company in India. However, considering the business expansion strategies and with a view to explore emerging business opportunities, unearthing new synergies of growth and value creation for our diverse stakeholders, the Company proposes to enter into and undertake businesses set out in the proposed resolution at item no. 2.

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All the above proposed businesses have good potential & bright future prospects for the Company. The above mentioned new opportunities would allow the company to diversify its operation thereby, scaling up its growth, contributing immensely to the bottom line of the Company, and unlocking of shareholder’s wealth.

On receipt of approval from the members, the Company shall commence these activities at the appropriate time as the Board deems fit after taking into account the potential opportunities and other factors to enter into the market.

The applicable provisions of Companies Act 2013 read with applicable rule made under Companies (Management & Administration) Rules 2014 requires the Company to obtain the approval of members by way of Special Resolution for the alteration of the Memorandum of Association in respect of change of object clause and Articles of Association of the Company. The Board of Directors, on February 12, 2025, has approved the aforesaid alteration in the Object Clause of the MOA and AOA of the Company, subject to the approval of the Members of the Company by way of General Meeting and thereafter by the respective Registrar of Companies. The Board approved afresh the same in Board Meeting held on May 28,2025. A copy of the MOA and AOA of the Company showing the proposed changes is available for inspection by the members at the Company’s registered office on any working day during business hours. Further, the amended copies of the MOA and AOA can be made available to the concerned member on demand for the purpose of verification by members.

None of the directors or key managerial personnel and their relatives is concerned or interested, financially or otherwise, in the aforesaid resolution.

The Board of Directors consider the proposed Special Resolution in the interest of the Company and recommend the alteration of objects clause of the MOA and AOA, as set forth in Item No 2 & 3 of this Notice, for your approval.

Item No. 4 & 5

The Company has availed financial assistance of Rs. 150,060,000/- (Rupees Fifteen Crore Sixty Thousand Only) from promoter to meet the requirement of the working capital requirements of the Company. The Company requested Shri Garapati Radhakrishna, aforesaid promoter to convert the said Unsecured Loan into Equity shares. This will improve the net worth and cash flow of the Company and reduce interest liability of the Company.

Accordingly, Shri Garapati Radhakrishna, the promoter as mentioned below agreed to convert the said Unsecured Loan into Equity Shares of face value of Rs. 10/- each of the Company. Accordingly, Board at its meeting held on May 28,2025 approved the conversion of Unsecured Loan of promoter into Equity shares of the Company subject to the approval of Shareholders. Accordingly, the Board has resolved to offer, allot and issue upto 18,30,000 (Eighteen Lakh Thirty Thousand only) Equity Shares of face value of Rs. 10/- each to the promoter at an issue price of Rs. 82/- per Equity Share (including a premium of Rs.72/-) aggregating upto Rs. 150,060,000/- (Rupees Fifteen Crore Sixty Thousand only) by way of conversion of unsecured loan and the balance amount if any, less than one Equity shares at the aforesaid conversion price will be added with their outstanding balance.

The details of unsecured loan proposed to be converted into Equity Shares of the Company are as under:

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S.No.	Name of the Proposed Allottee	Category before allotment of Equity	Amount of unsecured loan converted into Equity	Maximum no. of Equity Shares to be allotted	Category after allotment of Equity
1.	Mr. Garapati Radhakrishna	Promoter	Rs. 15,00,60,000	18,30,000	Promoter

The information pertaining to the proposed allotment of equity share is stated below:

a. Objects of the Issue: To increase the net worth of the Company and to reduce the future interest liability of the Company, it is proposed to convert the part of the unsecured loan of the promoter into fully paid up Equity Shares of the Company.

b. Maximum number of specified securities to be issued: It is proposed to offer, allot and issue upto 18,30,000 (Eignteen Lakh Thirty Thousand Only) nos. of fully paid-up equity shares of the Company having a face value of Rs. 10 /- (Rupees Ten Only) each.

c. Intent of the Promoters, Directors or Key Managerial Personnel of the Company to subscribe to the offer: Except the Promoter as aforesaid, none of the other Promoters/Promoter Group, Directors or Key Managerial Personnel of the Company intends to subscribe to any of the Equity Shares proposed to be issued under this Preferential Allotment. d. Pricing of the Issue: The issue of equity shares will be at Rs. 82/-per Equity Share (including a premium of Rs.72/-) which is calculated in accordance with the SEBI (ICDR) Regulations, 2018.

e. Basis on which the price has been arrived at along with report of the registered valuer: Since the equity shares of the Company are listed and are frequently traded shares, the issue price shall be an amount not less than the minimum price determined in accordance with Regulation 164 (1) of SEBI (ICDR) Regulations, 2018, and other applicable laws. The Floor Price is Rs.82./- is determined as per pricing formula prescribed under Regulation 164 of SEBI ICDR for the Preferential Issue of Equity Shares.

f. Relevant Date : The ‘Relevant Date’ for the purpose of determining the issue price is May 26,2025, being the date which is 30 (Thirty) days prior to the date on which the meeting of shareholders is to be held to consider the proposed issue.

g. The class or classes of persons to whom the allotment is proposed to be made: The allotment is proposed to be made to Shri Garapati Radhakrishna- promoter, after allotment of Equity Shares.

h. Shareholding Pattern of the issuer before and after the issue: The shareholding pattern of the Company before and after considering all the preferential issues under this Notice is provided in an Annexure 1 forming part of this Notice.

i. Proposed time within which allotment shall be completed : As required under the SEBI (ICDR) Regulations, 2018, the Company shall complete the allotment of Equity Shares on or before the expiry of 15 days from the date of passing of this resolution by the shareholders granting consent for issue, provided that in case the allotment is pending on account of pendency of any approval for such allotment by any regulatory authority or the central government, then the allotment shall be completed within 15 days from the date of receipt of such approval.

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j. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and / or who ultimately control the proposed allottees : Shri Garapti Radhakrishna is the ultimate beneficial owner of the Equity Shares proposed to be allotted. k. Percentage of Post issue Preferential Issue Capital that may be held by the Proposed Allottees:

S.No.	Name of the Allotee	Pre-Preferential Shareholding	Pre-Preferential Shareholding	No. of Shares proposed to be allotted	Post-Preferential Shareholding	Post-Preferential Shareholding
		Shares	Percent		Shares	Percent
1.	Shri Garapati Radhakrishna	15307665	63.81%	18,30,000	17137665	66.37%

l. Changes in control, if any, in the Company consequent to the issue: There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Equity Shares.

m. Number of persons to whom allotment has already been made during the year, in terms of Number of Securities as well as Price : The Company has not come up with any issue of securities during the financial year 2025-26.

n. Justification for the allotment proposed to be made for consideration other than cash together with the Valuation Report of the Registered Valuer : Not Applicable

o. Lock in restrictions : The equity shares to be issued and allotted to the proposed allottee shall be subject to lock-in as per the requirement of the provisions of the SEBI (ICDR) Regulations, 2018.

p. Certificate from Practicing Company Secretary: A certificate from the Practicing Company Secretary of the Company, certifying that the proposed issue is being made in accordance with the extant regulations of the SEBI ICDR Regulations, 2018 shall be placed before the shareholders at the Extraordinary General Meeting of the Company. The Certificate is also available on the Company’s website: https://www.rkecprojects.com/announcements. q. Undertaking to re-compute the price: The Company hereby undertakes that it shall recompute the price of the equity shares specified above in terms of the provisions of the SEBI ICDR Regulations, 2018 where it is required to do so.

r. Undertaking to put under Lock-in till the recomputed price is paid: The Company hereby undertakes that if the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI ICDR Regulations, 2018, the specified securities shall continue to be locked- in till the time such amount is paid by the allottee.

s. Undertaking in accordance with SEBI ICDR Regulations 2018:

i. all the Equity Shares held by the proposed allottee in the Company are in dematerialized form only;

ii. The proposed allotttee has not sold/transferred any Equity Shares of the Company during the 90 trading days preceding the Relevant Date.

iii. No person belonging to the promoter group has previously subscribed to any warrants of the Company but failed to exercise them in the last one year.

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t. Disclosure pertaining to wilful defaulters or a fraudulent Borrower : Neither the Company nor any of its promoters or directors is willful defaulters or a fraudulent Borrower. u. Disclosure regarding fugitive Economic Offender: None of the Promoters or Directors of the Company are fugitive economic offenders.

v. Current and proposed Status of the Proposed Allottee post preferential issue: The current and proposed status of the proposed allottee will be “Promoter”.

By the Order of the Board of the Directors For RKEC Projects Limited SD/Deepika Rathi Company Secretary and Compliance Officer Date: May 28, 2025 Place:Visakhapatnam

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Annexure 1 - Pre and Post shareholding pattern

Pre and post shareholding

Annexure 1 - Pre and Post shareholding pattern	Annexure 1 - Pre and Post shareholding pattern	Annexure 1 - Pre and Post shareholding pattern	Annexure 1 - Pre and Post shareholding pattern	Annexure 1 - Pre and Post shareholding pattern	Annexure 1 - Pre and Post shareholding pattern
Pre and post shareholding
Sr. No.	Category	Pre issue Shareholding		Post issue Shareholding
A	Promoter Holding	No. of Shares	%	No. of Shares	%
1	Indian
	Individual/ HUF	-	-	-	-
	Bodies Corporates
	Any Other Specify	15,418,865	64.27	17,248,865.00	66.80
	Sub-Total (A1)	-	-	-	-
2	Foreign Promoters	-	-
	Sub-Total (A2)	-	-
	Total Shareholding of Promoters and Promoter group (A)= (A1)+(A2)	15,418,865	64.27	17,248,865	66.80
B	Non-Promoter Holding
1	Institutional Investors	-	-
	Foreign Portfolio Investors	-	-
	Alternate Investment Funds		-		-
	Total (B1)	-	-	-	-
2	Institutions (Domestic)
	Mutual Fund	-	-	-	-
3	Institutions (Foreign) FPI	72,307	0.301	72,307	0.28
4	Non-Institutions - Directors and their relatives (excluding independent directors and nominee directors)	107	0.00	107	0.00
	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	5,461,269	22.7642	5,461,269	21.15
	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	2,179,616	9.0853	2,179,616	8.44
	NRI	255,234	1.064	255,234	0.99
	Bodies Corporate	215,459	0.898	215,459	0.83
	Any Other	387,743	1.616	387,743	1.50
	Total Shareholding of Non-Promoters (B)= (B1)+(B2)+(B3)+(B4)	8,571,735	35.73	8,571,735	33.20
	Total (A+B)	23,990,600	100.00	25,820,600	100.00

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